LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2014 |
Debt Disclosure [Abstract] | ' |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | ' |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS |
Summary |
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| September 30, 2014 | | | December 31, 2013 | | | | | | | | | |
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Senior debt | $ | 782,176 | | | $ | 956,956 | | | | | | | | | |
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Total credit facilities and capital leases | 24,697 | | | 8,098 | | | | | | | | | |
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Total long-term debt and other financing arrangements | 806,873 | | | 965,054 | | | | | | | | | |
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Less: current maturities | (1,034 | ) | | (2,111 | ) | | | | | | | | |
Total non-current long-term debt and other financing arrangements | $ | 805,839 | | | $ | 962,943 | | | | | | | | | |
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Financing Transactions |
On February 28, 2014, we announced our intention to conduct a rights offering (the “Rights Offering”) and a series of related financing transactions with Time Warner Media Holdings B.V. ("TW Investor") and Time Warner Inc. (“Time Warner”). The Rights Offering and related financing transactions have been undertaken pursuant to a framework agreement (the “Framework Agreement”) dated February 28, 2014 among the Company, TW Investor and Time Warner. |
On May 2, 2014, we issued and sold 4,000,000 units in the Rights Offering and related financing transactions for gross proceeds of US$ 400.0 million. Time Warner and TW Investor purchased 3,377,476 of the units, including 581,533 units in a private placement to Time Warner conducted contemporaneously with the Rights Offering and 566,299 units purchased by Time Warner in a private placement pursuant to a backstop it provided for the Rights Offering. Each unit consisted of (i) a 2017 PIK Note (as defined below) in the original principal amount of US$ 100.00 and (ii) 21 unit warrants (each, a "Unit Warrant"), with each Unit Warrant entitling a holder to purchase one share of our Class A common stock for US$ 1.00 per share. We issued US$ 400.0 million in aggregate original principal amount of 2017 PIK Notes (as defined below) and 84,000,000 Unit Warrants in the Rights Offering and related financing transactions. Concurrently with the closing of the Rights Offering and pursuant to a term loan credit agreement between us and Time Warner (the "2017 Term Loan Agreement"), Time Warner funded the 2017 Term Loan (as defined below). In addition, at the closing of the Rights Offering, we entered into an agreement with Time Warner for a revolving credit facility in the aggregate principal amount of US$ 115.0 million that will mature on December 1, 2017 (the “2017 Revolving Credit Facility”). In connection with these transactions, we issued Time Warner and TW Investor warrants to purchase 30,000,000 shares of Class A common stock (the "Initial Warrants") with substantially the same terms as the Unit Warrants. |
We applied the net proceeds of the Rights Offering and related financing transactions and a portion of the 2017 Term Loan to discharge the indenture governing the 11.625% Senior Notes due 2016 (the "2016 Fixed Rate Notes") on May 2, 2014, including the early redemption premium and accrued interest thereon of approximately EUR 15.9 million (approximately US$ 22.0 million, at transaction date exchange rates) and EUR 6.7 million (approximately US$ 9.3 million, at transaction date exchange rates), respectively. We recognized a loss on extinguishment of the 2016 Fixed Rate Notes of US$ 24.2 million upon redemption. |
Overview |
Total senior debt and credit facilities comprised the following at September 30, 2014: |
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| Principal Amount of Liability Component | | | Unamortized (Discount) / Premium | | | Net Carrying Amount | | | Equity Component | |
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2015 Convertible Notes | $ | 261,034 | | | $ | (12,217 | ) | | $ | 248,817 | | | $ | 11,907 | |
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2017 Fixed Rate Notes | 301,992 | | | 4,215 | | | 306,207 | | | — | |
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2017 PIK Notes (1) | 400,000 | | | (172,848 | ) | | 227,152 | | | 178,626 | |
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2017 Term Loan (2) (3) | 30,727 | | | (12,774 | ) | | 17,953 | | | 13,199 | |
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2017 Revolving Credit Facility (3) | — | | | — | | | — | | | 50,596 | |
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Other credit facilities (4) | 3,580 | | | (491 | ) | | 3,089 | | | — | |
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Total senior debt and credit facilities | $ | 997,333 | | | $ | (194,115 | ) | | $ | 803,218 | | | |
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-1 | The 2017 PIK Notes were issued, along with the Unit Warrants, as a unit in the Rights Offering and related financing transactions. The equity component above represents the fair value ascribed to the Unit Warrants (see Note 14, "Equity"). The fair value is accounted for as a discount on the 2017 PIK Notes and is being amortized over the life of the 2017 PIK Notes using the effective interest method. | | | | | | | | | | | | | | |
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-2 | The original principal amount of the 2017 Term Loan was US$ 30.0 million. Amount presented represents original principal amount plus interest paid-in-kind by adding such amount to the outstanding principal amount. | | | | | | | | | | | | | | |
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-3 | The equity component of the 2017 Term Loan and 2017 Revolving Credit Facility represents the fair value ascribed to the Initial Warrants (see Note 14, "Equity") based on the relative borrowing capacity of these facilities. The fair value is accounted for as a discount on the 2017 Term Loan, which is being amortized over the life of the 2017 Term Loan using the effective interest method; and as debt issuance costs for the 2017 Revolving Credit Facility, which are being amortized on a straight-line basis over the lives of the respective instruments. | | | | | | | | | | | | | | |
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-4 | The unamortized discount on the Other credit facilities represents the fair value adjustment recorded on issuance of the CNC loans (as defined and further described in item (e) under the heading 'Credit Facilities and Capital Lease Obligations' below). | | | | | | | | | | | | | | |
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Senior Debt |
Our senior debt comprised the following at September 30, 2014 and December 31, 2013: |
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| Carrying Amount | | | | | | | | |
| September 30, 2014 | | | December 31, 2013 | | | | | | | | | |
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2015 Convertible Notes | $ | 248,817 | | | $ | 241,193 | | | | | | | | | |
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2016 Fixed Rate Notes | — | | | 379,182 | | | | | | | | | |
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2017 Fixed Rate Notes | 306,207 | | | 336,581 | | | | | | | | | |
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2017 PIK Notes | 227,152 | | | — | | | | | | | | | |
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| $ | 782,176 | | | $ | 956,956 | | | | | | | | | |
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Convertible Notes |
2015 Convertible Notes |
As at September 30, 2014, the principal amount of our 5.0% Senior Convertible Notes due 2015 (the “2015 Convertible Notes”), outstanding was US$ 261.0 million. |
Interest is payable semi-annually in arrears on each May 15 and November 15. The 2015 Convertible Notes mature on November 15, 2015. The fair value of the liability component of the 2015 Convertible Notes as at September 30, 2014 of US$ 255.5 million (December 31, 2013: US$ 237.0 million) was calculated by multiplying the outstanding debt by the traded market price. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". |
The 2015 Convertible Notes are secured senior obligations and rank pari passu with all existing and future senior indebtedness and are effectively subordinated to all existing and future indebtedness of our subsidiaries. The amounts outstanding are jointly and severally guaranteed by Central European Media Enterprises N.V. (“CME NV”) and CME Media Enterprises B.V. ("CME BV") and are secured by a pledge of shares of those companies. |
Prior to August 15, 2015, the 2015 Convertible Notes are convertible following certain events and from that date, at any time, based on an initial conversion rate of 20 shares of our Class A common stock per US$ 1,000 principal amount of 2015 Convertible Notes (which is equivalent to an initial conversion price of US$ 50.00 per share). The conversion rate is subject to adjustment if we make certain distributions to the holders of shares of our Class A common stock, undergo certain corporate transactions or a fundamental change, and in other circumstances specified in the 2015 Convertible Notes. From time to time up to and including August 15, 2015, we will have the right to elect to deliver (i) shares of our Class A common stock, (ii) cash, or (iii) cash and, if applicable, shares of our Class A common stock upon conversion of the 2015 Convertible Notes. At present, we have elected to deliver cash and, if applicable, shares of our Class A common stock. As at September 30, 2014, the 2015 Convertible Notes may not be converted. In addition, the holders of the 2015 Convertible Notes have the right to put the 2015 Convertible Notes to us for cash equal to the aggregate principal amount of the 2015 Convertible Notes plus accrued but unpaid interest thereon following the occurrence of certain specified fundamental changes (including a change of control (which includes the acquisition by a person or group (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership of more than 50% of the outstanding shares of our Class A common stock), certain mergers, insolvency and a delisting). |
We separately account for the liability and equity components of the 2015 Convertible Notes. The embedded conversion option is not accounted for as a derivative. |
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| Principal Amount of Liability Component | | | Unamortized Discount | | | Net Carrying Amount | | | Equity Component | |
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BALANCE December 31, 2013 | $ | 261,034 | | | $ | (19,841 | ) | | $ | 241,193 | | | $ | 11,907 | |
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Amortization of debt issuance discount | — | | | 7,624 | | | 7,624 | | | — | |
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BALANCE September 30, 2014 | $ | 261,034 | | | $ | (12,217 | ) | | $ | 248,817 | | | $ | 11,907 | |
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The issuance discount is being amortized over the life of the 2015 Convertible Notes using the effective interest method. The effective interest rate on the liability component was 10.0%. |
Certain other derivative instruments have been identified as being embedded in the 2015 Convertible Notes, but as they are considered to be clearly and closely related to the 2015 Convertible Notes they are not accounted for separately. |
Fixed Rate Notes |
2017 Fixed Rate Notes |
As at September 30, 2014, the principal amount of the 9.0% Senior Secured Notes due 2017 ("the 2017 Fixed Rate Notes") outstanding was EUR 240.0 million (approximately US$ 302.0 million). |
Interest is payable semi-annually in arrears on each May 1 and November 1. The 2017 Fixed Rate Notes mature on November 1, 2017. The fair value of the 2017 Fixed Rate Notes as at September 30, 2014 of US$ 312.9 million (December 31, 2013: US$ 344.2 million) was calculated by multiplying the outstanding debt by the traded market price. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". |
In the first quarter of 2014, our wholly-owned subsidiary CET 21 spol. s r.o. ("CET 21") solicited and received consents from holders of the 2017 Fixed Rate Notes. We solicited consent to certain amendments to the indenture governing the 2017 Fixed Rate Notes to permit the financing transaction described above. We paid a consent fee to holders of the 2017 Fixed Rate Notes of EUR 0.6 million (US$ 0.8 million at the transaction date), which is being amortized over the life of the 2017 Fixed Rate Notes using the straight-line method, which approximates the effective interest method. |
The 2017 Fixed Rate Notes are secured senior obligations of CET 21. The 2017 Fixed Rate Notes rank pari passu with all existing and future senior indebtedness of CET 21 and are effectively subordinated to all existing and future indebtedness of our other subsidiaries. The amounts outstanding are jointly and severally guaranteed by CME Ltd. and by our wholly-owned subsidiaries CME NV, CME BV, CME Investments B.V., CME Slovak Holdings B.V. (“CME SH”) and MARKÍZA-SLOVAKIA, spol. s r.o. (“Markiza”) and are secured by a pledge of the shares of CME NV, CME BV, CET 21 and CME SH, as well as an assignment of certain contractual rights. The terms of the 2017 Fixed Rate Notes restrict the manner in which the Company’s and CET 21’s business is conducted, including the incurrence of additional indebtedness, the making of investments, the payment of dividends or the making of other distributions, entering into certain affiliate transactions and the sale of assets. |
In the event that (A) there is a change in control by which (i) any party other than certain of our present shareholders becomes the beneficial owner of more than 35% of our total voting power; (ii) we agree to sell substantially all of our operating assets; or (iii) there is a specified change in the composition of a majority of our Board of Directors; and (B) on the 60th day following any such change of control the rating of the 2017 Fixed Rate Notes is either withdrawn or downgraded from the rating in effect prior to the announcement of such change of control, we can be required to repurchase the 2017 Fixed Rate Notes at a purchase price in cash equal to 101.0% of the principal amount of the 2017 Fixed Rate Notes plus accrued and unpaid interest to the date of purchase. |
The 2017 Fixed Rate Notes are redeemable at our option, in whole or in part, at the redemption prices set forth below: |
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| Fixed Rate Notes | | | | | | | | | | | | | | |
From | Redemption Price | | | | | | | | | | | | | |
November 1, 2014 to October 31, 2015 | 104.5 | % | | | | | | | | | | | | | |
November 1, 2015 to October 31, 2016 | 102.25 | % | | | | | | | | | | | | | |
November 1, 2016 and thereafter | 100 | % | | | | | | | | | | | | | |
Certain derivative instruments, including redemption call options and change of control and asset disposition put options, have been identified as being embedded in the 2017 Fixed Rate Notes but as they are considered clearly and closely related to the 2017 Fixed Rate Notes, they are not accounted for separately. |
2017 PIK Notes |
As at September 30, 2014, the principal amount of the 15.0% Senior Secured Note due 2017 (the "2017 PIK Notes") outstanding was US$ 400.0 million. Interest is payable semi-annually in arrears on each June 1 and December 1, commencing on December 1, 2014, which the Company must pay in-kind on a semi-annual basis until November 15, 2015 by adding such accrued interest to the principal amount of the 2017 PIK Notes and thereafter may pay such accrued interest in cash or in-kind. The 2017 PIK Notes mature on December 1, 2017. The fair value of the 2017 PIK Notes as at September 30, 2014 of US$ 424.9 million was calculated by a combination of trade history of the 2017 PIK Notes in a market that is not active and based on comparable instruments that trade in markets that are active. These measurements of estimated fair value both use Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". |
The 2017 PIK Notes are senior secured obligations of CME, and are jointly and severally guaranteed by CME NV and CME BV and are secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The terms of the 2017 PIK Notes contain limitations on CME’s ability to incur indebtedness, incur guarantees, grant liens, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, and make certain investments. |
In the event that (A) there is a change in control by which (i) any party other than certain of our present shareholders becomes the beneficial owner of more than 35% of our total voting power; (ii) we agree to sell substantially all of our operating assets; (iii) there is a specified change in the composition of a majority of our Board of Directors; or (iv) the adoption by our shareholders of a plan to liquidate; and (B) on the 60th day following any such change of control the rating of the 2017 PIK Notes is either withdrawn or downgraded from the rating in effect prior to the announcement of such change of control, we can be required to repurchase the 2017 Fixed Rate Notes at a purchase price in cash equal to 101.0% of the principal amount of the 2017 PIK Notes plus accrued and unpaid interest to the date of purchase. |
The 2017 PIK Notes are redeemable at our option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof. |
Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2017 PIK Notes. The embedded derivatives are not considered clearly and closely related to the 2017 PIK Notes, and as such are required to be accounted for separately. The probability-weighted fair value of the embedded derivatives was not material at issuance or at September 30, 2014. |
Indenture Covenants |
Under the terms of the indentures governing the 2017 Fixed Rate Notes and the 2017 PIK Notes, we are largely restricted from raising debt at the corporate level or making certain payments or investments if the ratio of Consolidated EBITDA to Consolidated Interest Expense of CME Ltd. and its Restricted Subsidiaries (as each is defined in the respective indentures) is less than 2.0 times. In addition, under the indenture governing the 2017 Fixed Rate Notes, CET 21 and its subsidiaries are restricted from incurring indebtedness if the ratio of Consolidated Indebtedness to Consolidated EBITDA of CET 21 and its Restricted Subsidiaries (as each is defined therein) would exceed 2.25 times. |
Credit Facilities and Capital Lease Obligations |
Credit facilities and capital lease obligations comprised the following at September 30, 2014 and December 31, 2013: |
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| | September 30, 2014 | | | December 31, 2013 | | | | | | | | |
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2017 Term Loan | (a) | $ | 17,953 | | | $ | — | | | | | | | | |
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2017 Revolving Credit Facility | (b) | — | | | — | | | | | | | | |
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Credit facilities | (c) – (e) | 3,089 | | | 3,755 | | | | | | | | |
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Capital leases | | 3,655 | | | 4,343 | | | | | | | | |
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Total credit facilities and capital leases | | 24,697 | | | 8,098 | | | | | | | | |
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Less: current maturities | | (1,034 | ) | | (2,111 | ) | | | | | | | |
Total non-current credit facilities and capital leases | | $ | 23,663 | | | $ | 5,987 | | | | | | | | |
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(a) | As at September 30, 2014, the principal amount outstanding of the 15.0% term loan facility due 2017 (the "2017 Term Loan") was US$ 30.7 million. The carrying value of the 2017 Term Loan is comprised of the original outstanding principal amount of US$ 30.0 million less an issuance discount plus interest for which we made an election to pay in-kind. Interest is payable semi-annually in arrears on each June 30 and December 31, which the Company may pay in cash or in-kind. The 2017 Term Loan matures on December 1, 2017. The fair value of the 2017 Term Loan as at September 30, 2014 of US$ 32.3 million was determined based on comparable instruments that trade in markets that are active. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements". | | | | | | | | | | | | | | |
The 2017 Term Loan is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The terms of the 2017 Term Loan contains limitations on CME’s ability to incur indebtedness, incur guarantees, grant liens, pay dividends or make other distributions, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, make certain investments acquisitions and loans, and conduct certain asset sales. The 2017 Term Loan also contains maintenance covenants in respect of interest cover, cash flow cover and total leverage ratios, and has more restrictive provisions, including covenants in respect of incurring indebtedness, the provision of guarantees, making investments and granting security and certain events of defaults, than corresponding provisions contained in the indenture governing the 2017 Fixed Rate Notes and the 2017 PIK Notes. |
Under the terms of the 2017 Term Loan, we are permitted to prepay the 2017 Term Loan in whole, but not in part, subject to the concurrent repayment and discharge of the 2017 PIK Notes. |
Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2017 Term Loan. The embedded derivatives are not considered clearly and closely related to the 2017 Term Loan, and as such are required to be accounted for separately. The probability-weighted fair value of the embedded derivatives was not material at issuance or at September 30, 2014. |
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(b) | As at September 30, 2014, we had no drawings outstanding under the 2017 Revolving Credit Facility. The 2017 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternative base rate plus 13.0% or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0%, plus, in each case, 14.0%, which the Company may pay in cash or in-kind by adding such accrued interest to the applicable principal amount drawn under the 2017 Revolving Credit Facility. The 2017 Revolving Credit Facility matures on December 1, 2017. | | | | | | | | | | | | | | |
The 2017 Revolving Credit Facility is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The covenants are substantially the same as under the 2017 Term Loan. |
Each borrowing under the 2017 Revolving Credit Facility must be in integral multiples of US$ 1.0 million and not less than US$ 20.0 million. The 2017 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. |
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(c) | We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. | | | | | | | | | | | | | | |
As at September 30, 2014, we had deposits of US$ 21.0 million in and no drawings on the BMG cash pool. Interest is earned on deposits at the relevant money market rate. As at December 31, 2013, we had deposits of US$ 21.8 million in and drawings of US$ 0.8 million on the BMG cash pool. |
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(d) | As at September 30, 2014 and December 31, 2013, there were no drawings outstanding under a CZK 910.0 million (approximately US$ 41.6 million) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility up to CZK 910.0 million (approximately US$ 41.6 million) may be factored on a recourse or non-recourse basis. The facility bears interest at one-month PRIBOR plus 2.5% for the period that actively assigned accounts receivable are outstanding. | | | | | | | | | | | | | | |
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(e) | At September 30, 2014, our operations in Romania had an aggregate principal amount of RON 12.5 million (approximately US$ 3.6 million) (December 31, 2013, RON 12.5 million, approximately US$ 3.6 million based on September 30, 2014 rates) of loans outstanding with the Central National al Cinematografei ("CNC"), a Romanian governmental organization which provides financing for qualifying filmmaking projects. Upon acceptance of a particular project, the CNC awards an agreed level of funding to each project in the form of an interest-free loan. Loans from the CNC are typically advanced for a period of ten years and are repaid through the proceeds from the distribution of the film content. At September 30, 2014, we had 15 loans outstanding with the CNC with maturity dates ranging from 2014 to 2024. The carrying amounts at September 30, 2014 and December 31, 2013 are net of a fair value adjustment of US$ 0.5 million and US$ 0.6 million, respectively, arising on acquisition. | | | | | | | | | | | | | | |
Total Group |
At September 30, 2014, the maturity of our senior debt and credit facilities was as follows: |
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2014 | $ | — | | | | | | | | | | | | | |
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2015 | 261,034 | | | | | | | | | | | | | |
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2016 | — | | | | | | | | | | | | | |
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2017 | 733,113 | | | | | | | | | | | | | |
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2018 | 485 | | | | | | | | | | | | | |
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2019 and thereafter | 2,701 | | | | | | | | | | | | | |
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Total senior debt and credit facilities | 997,333 | | | | | | | | | | | | | |
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Net discount | (194,115 | ) | | | | | | | | | | | | |
Carrying amount of senior debt and credit facilities | $ | 803,218 | | | | | | | | | | | | | |
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Capital Lease Commitments |
We lease certain of our office and broadcast facilities as well as machinery and equipment under various leasing arrangements. The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at September 30, 2014: |
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2014 | $ | 307 | | | | | | | | | | | | | |
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2015 | 1,117 | | | | | | | | | | | | | |
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2016 | 898 | | | | | | | | | | | | | |
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2017 | 739 | | | | | | | | | | | | | |
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2018 | 409 | | | | | | | | | | | | | |
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2019 and thereafter | 426 | | | | | | | | | | | | | |
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Total undiscounted payments | 3,896 | | | | | | | | | | | | | |
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Less: amount representing interest | (241 | ) | | | | | | | | | | | | |
Present value of net minimum lease payments | $ | 3,655 | | | | | | | | | | | | | |
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